The following outlines the main corporate governance practices of the Manager:

Board of Directors

The Board is responsible for the overall corporate governance of the Manager including establishing goals for management and monitoring the achievement of these goals. The Manager is also responsible for the strategic business direction and risk management of MLT. All Board members will participate in matters relating to corporate governance, business operations and risks, financial performance, and the nomination and review of the Directors.

The Board has established a framework for the management of the Manager and MLT, including a system of internal audit and control and a business risk management process. The Board comprises eleven Directors, of whom ten are Non-Executive Directors and six are Independent Directors.

The composition of the Board is determined using the following principles:

The Chairman of the Board should be a non-executive director of the Manager;

The Board should comprise directors with a broad range of commercial experience including expertise in funds management, law, finance, audit, accounting and real estate; and

At least one-third of the Board should comprise independent directors if the Chairman is an independent director and at least half of the Board should comprise independent directors if the Chairman is not an independent director.

The composition will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience.

Audit and Risk Committee

The Audit and Risk Committee is appointed by the Board from among the Directors and consists of four members, a majority of whom (including the Chairman of the Audit and Risk Committee) are required to be independent directors. The members of the Audit and Risk Committee are:

Mr Lim Joo Boon, Chairman

Mr Wee Siew Kim, Member

Mr Tan Wah Yeow, Member

Mr Loh Shai Weng, Member

At present, all the members of the Audit and Risk Committee are independent directors and are resident in Singapore.

One of the key roles of the Audit and Risk Committee is to monitor and evaluate the effectiveness of the Manager’s internal controls. The Audit and Risk Committee is also mandated to review the quality and reliability of information prepared for inclusion in financial reports, and be responsible for the nomination of external auditors and reviewing the adequacy of external audits in respect of cost, scope and performance.

Whistleblowing Policy

The Whistleblowing Policy further provides an avenue for employees (both permanent and short-term) and external parties to raise concerns about illegal, unethical or otherwise inappropriate behaviour observed in the course of our businesses. These include questionable accounting, fraud or employee misconduct. The policy contains strong assurance that whistleblowers will be protected from reprisals or victimisation if reports are made in good faith or are not malicious and it further provides guidance in its enforcement by listing examples of reportable behaviour. The three direct reporting channels that have been set apart and handled with confidential safeguards are: Group General Counsel, Head of Internal Audit and Chairman of Audit Committee. For queries or to make a report, please write to reporting@mapletree.com.sg.